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RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF THE BERGEN DITCH AND RESERVOIR COMPANY <br />The Board of Directors of The Bergen Ditch and Reservoir Company (Company), by consent dated <br />March 12, 2013, at Littleton, Colorado, adopted the following resolutions concerning a secured loan from the <br />State of Colorado Water Conservation Board (CWCB), for the purpose of construction of Bergen Reservoir No. 2 <br />Rehabilitation (Project Title) in the amount of $2,020,000.00 or such actual amount, more or less, as may be <br />needed by the Company and available from the CWCB including the CWCB loan origination fee of 1% of the <br />loan amount. <br />At said meeting, the Board charged that these resolutions are irrepealable during the term of the loan <br />and, pursuant to the Company's bylaws, authorized the President and Corporate Secretary, RESOLVED as <br />follows: <br />1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a loan in <br />the amount of $2,020,000.00, or such actual amount, more or less, as needed to finance the project costs, <br />including the CWCB loan origination fee of 1 %, and <br />2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual amounts due <br />under the LOAN CONTRACT, and to pledge assessment revenues and the Company's right to receive said <br />revenues for repayment of the loan, and <br />3. to place said pledged revenues in a special account separate and apart from other COMPANY revenues, and <br />4. to make the annual payments required by the PROMISSORY NOTE and to make annual deposits to a debt <br />service reserve fund, and <br />5. to pledge the annual shareholder assessments for debt service and the property of the Company described on <br />Exhibit A as COLLATERAL for the loan and execute all documents, including a security agreement and Deed of <br />Trust, necessary to convey a security interest in said property to the CWCB, <br />6. to execute all documents as required by the LOAN CONTRACT, including, but not limited to, a SECURITY <br />AGREEMENT and a PROMISSORY NOTE, and <br />7. to take such other actions and to execute such other documents as may be necessary to consummate and <br />implement the loan. <br />CERTIFICATION <br />THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE FOREGOING ARE <br />TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S BOARD OF <br />DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S BYLAWS, AND THAT SAID <br />RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE /L DAY 9F Mei re 2013. <br />(SEAL) <br />ATTEST: <br />ignature of Corporate Secretary <br />DATE: Z <br />By <br />NAME: Colin Insley <br />TITLE: PRESIDENT <br />DATE: Z— <br />Appendix 3b to Loan Contract C150344 <br />